Sec Form 4 Filing - O'Mara Noelle @ TYSON FOODS, INC. - 2019-09-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person O'Mara Noelle 2. Issuer Name and Ticker or Trading Symbol TYSON FOODS, INC. [ TSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Group President Prepared Foods (Last) (First) (Middle) 2200 W DON TYSON PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2019 (Street) SPRINGDALE, AR72762 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 09/16/2019 J( 1 ) 27.234 A $ 0 6,249.608 ( 2 ) D Class A Common Stock 11/18/2019 M( 3 ) 619.955 A $ 0 6,869.563 ( 2 ) D Class A Common Stock 11/18/2019 F( 4 ) 182 D $ 0 6,687.563 ( 2 ) D Class A Common Stock 11/18/2019 A( 5 ) 4,167.593 A $ 0 10,855.156 ( 6 ) D Class A Common Stock 11/18/2019 A( 5 ) 1,466.993 A $ 0 12,322.149 ( 7 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Shares ( 8 ) 11/18/2019 M 578.505 ( 8 ) ( 8 ) Class A Common Stock 578.505 $ 0 0 D Performance Shares ( 9 ) 11/18/2019 A 16,670.372 ( 9 ) ( 9 ) Class A Common Stock 16,670.372 ( 9 ) 16,670.372 D Non-Qualified Stock Options (Right to Buy) $ 89.98 11/18/2019 A( 10 ) 22,375 11/18/2020 11/18/2029 Class A Common Stock 22,375 $ 0 22,375 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Mara Noelle 2200 W DON TYSON PARKWAY SPRINGDALE, AR72762 Group President Prepared Foods Signatures /s/ R. Read Hudson by Power of Attorney for Noelle O'Mara 11/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer's Class A Common Stock received by the Reporting Person pursuant to the Issuer's dividend reinvestment plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-11. ( 2 )Includes 1,218.897 shares of Class A Common Stock which vest on November 28, 2019; 1,490.631 shares which vest on May 12, 2020; 999.119 shares of Class A Common Stock which vest on November 17, 2020; 1,289.384 shares of Class A Common Stock which vest on November 19, 2021; and 1,251.577 shares of Class A Common stock which vest on May 10, 2022. ( 3 )On November 28, 2016 the Reporting Person received a grant of 578.505 performance shares which vested or expired on November 18, 2019 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement ("SIA"). The performance criteria were (a) a cumulative adjusted earnings before interest and taxes (EBIT) target of $9,365 million for the 2017-2019 fiscal years and (b) a favorable comparison of the Issuer's Class A total shareholder return relative to the total shareholder return of a predetermined peer group of publicly traded companies over the 2017-2019 fiscal years. The performance shares could vest at a level of 50%-200% and were previously reported as derivative securities at the 200% level. On November 18, 2019, 619.955 shares vested and are reported herein as acquired non-derivatives securities. ( 4 )Pursuant to an election made by the Reporting Person, these shares were sold by the Reporting Person to the Issuer on November 18, 2019, to satisfy tax withholding obligations related to the vesting described in footnote 3. ( 5 )Award of Class A Common Stock which vests on November 18, 2022 if the performance metric described in the applicable SIA is achieved. The performance metric is the achievement of a three year (fiscal 2020-2022) cumulative adjusted operating income target as set forth in the SIA. If the performance metric is not achieved, the award expires. ( 6 )Includes 1,218.897 shares of Class A Common Stock which vest on November 28, 2019; 1,490.631 shares which vest on May 12, 2020; 999.119 shares of Class A Common Stock which vest on November 17, 2020; 1,289.384 shares of Class A Common Stock which vest on November 19, 2021; 1,251.577 shares of Class A Common stock which vest on May 10, 2022; 4,167.593 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved. ( 7 )Includes 1,218.897 shares of Class A Common Stock which vest on November 28, 2019; 1,490.631 shares which vest on May 12, 2020; 999.119 shares of Class A Common Stock which vest on November 17, 2020; 1,289.384 shares of Class A Common Stock which vest on November 19, 2021; 1,251.577 shares of Class A Common stock which vest on May 10, 2022; 4,167.593 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved and 1,466.993 shares of Class A Common Stock which vest on November 18, 2022 if the performance metric described in the applicable SIA is achieved. ( 8 )These performance shares vested as described in footnote 3. ( 9 )Award of performance Class A Common Stock which vests on November 18, 2022 if the performance metrics described in the applicable SIA are achieved. The performance metrics set forth in the SIA are (1) achievement of a three year (fiscal 2020-2022) cumulative operating income target and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2020-2022) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance metrics are achieved, the award expires. ( 10 )The stock options vest at 33 1/3 percent on each of the first, second, and third anniversary dates of the grant.

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